Legal Issues for Tech Startups
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Roger Royse discusses the most common legal mistakes made by entrepreneurs and startups. This presentation will focus on issues related to business formation, fundraising, employment, intellectual property, tax, and technology.
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Corporate and startup attorney Roger Royse will discuss:
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2) How (and when) you should value your startup for venture capitalists
3) What are typical venture capital financing terms
4) What terms you may negotiate and what terms are standard
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2) How can startup founders protect themselves from predatory creditors during a bad economy?
3) What will financing terms look like now?
Is startup investment capital even available?
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7) For existing startup companies -- how can you get venture capitalists to step up and continue funding your startup company?
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2) What does the CARES Act of 2020 hope to achieve?
3) Will there be follow up programs to come?
4) How can entrepreneurs and small businesses benefit from the CARES ACT of 2020?
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Roger Royse, partner at the law firm of Haynes and Boone, LLP in Palo Alto, will discus strategies for building and operating a successful business or startup during a recession. Roger will discuss:
1) What should you expect from your vendors, customers and financiers?
2) How can startup founders protect themselves from predatory creditors during a bad economy?
3) What will financing terms look like now?
Is startup investment capital even available?
4) What are some tax traps to avoid when working out debt obligations with investors and creditors?
5) Can startups still get federal stimulus grant money or loans?
6) What will venture capital terms look like now?
7) For existing startup companies -- how can you get venture capitalists to step up and continue funding your startup company?
8) How viable is crowdfunding and other alternative sources of funding in 2020?
9) If you lost your job or have been furloughed, how do you get started doing gig work in a gig economy?
What are the legal traps and restrictions for gig workers?
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and more!
Please come with your questions, comments and scenarios.
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Getting venture capital funding is the ultimate yet often elusive goal of many Silicon Valley startups. Venture capital funding dramatically improves a startup's chances of having a big IPO or buy out exit. Most startups at their inception have the hope, if not the expectation, that they will eventually receive venture capital funding.
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Corporate and startup attorney Roger Royse will discuss:
1) Should you be approaching venture capitalists now
2) How (and when) you should value your startup for venture capitalists
3) What are typical venture capital financing terms
4) What terms you may negotiate and what terms are standard
5) How to protect yourself from dilution, freeze outs and forfeiture of shares
6) How to manage your investors after the close
7) Planning for a venture capital backed exit
8) What to do when things go wrong
9) Troubled company terms, down rounds and recaps
10) How to access and leverage funding sources during a global economic crisis
and more!
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Launching a startup - or starting a business - is challenging and is fraught with pitfalls. This is even more so in the midst of a pandemic and a global recession.
Veteran Silicon Valley attorney Roger Royse will discuss strategies for building and operating a successful business or startup during troubled times.
Roger will discuss:
1) What should you expect from your vendors, customers and financiers?
2) How can startup founders protect themselves from predatory creditors during a bad economy?
3) What will financing terms look like now?
Is startup investment capital even available?
4) What are some tax traps to avoid when working out debt obligations with investors and creditors?
5) Can startups still get federal stimulus grant money or loans?
6) What will venture capital terms look like now?
7) For existing startup companies -- how can you get venture capitalists to step up and continue funding your startup company?
8) How viable is crowdfunding and other alternative sources of funding in 2021?
9) If you lost your job or have been furloughed, how do you get started doing gig work in a gig economy?
What are the legal traps and restrictions for gig workers?
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What’s my startup worth? How much equity should founders have? How much equity should I give to employees and consultants? How much should I give the VC’s?
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· Corporate structure
· Tax consequences
· Intercompany agreements
· Immigration
· Intellectual property issues
· US employment laws
· The Committee on Foreign Investment in the United States, also known as CFIUS
· Export-control Issues
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Two Silicon Valley attorneys will discuss the nuts and bolts of forming an angel or venture fund, including:
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1) What types of startups are viable candidates for venture capital funding
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3) How much money is being deployed and where
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7) How to get your startup in front of venture capitalists
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2. How to document the relationship of the founders and early employees
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· Tax consequences
· Intercompany agreements
· Immigration
· Intellectual property issues
· US employment laws
· The Committee on Foreign Investment in the United States, also known as CFIUS
· Export-control Issues
· Common pitfalls and mistakes
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Come with your questions and scenarios.
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Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli’s San Francisco office. Jason has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
In his practice, he regularly represents companies throughout their life cycle in matters related to venture capital financing, strategic corporate relationships, corporate formation, complex mergers and acquisitions, sales, and divestitures. With industry focuses on consumer goods and technology, because of his broad skill set and deep network, Jason regularly works in a wide array of verticals including artificial intelligence, virtual reality, augmented reality, video games, software, hardware, life sciences, the internet of things and agricultural technology.
Jason works with companies based locally, elsewhere in the U.S. and internationally. Jason brings a unique skill set to the negotiating table and to litigation-minimization strategies in the boardroom. He started his career as a federal law clerk in the United States District Court for the Eastern District of Pennsylvania and then continued as a litigator handling corporate, securities, intellectual property, and commercial litigation before establishing a transactional practice.
Outside of the office, Jason is dedicated to his family and has a passion for skydiving and indoor body flight.
If you have any questions regarding the content of this presentation, you can reach Jason at:
JGordon@polsinelli.com
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www.sba.gov. The U.S. Small Business Administration (SBA) provides programs for businesses in the areas of technical assistance, training and counseling, financial assistance, assistance with government contracting, disaster assistance recovery, advocacy laws and regulations, civil rights compliance, and special interests, such as women, veterans, Native Americans, and young entrepreneurs. The website provides links to numerous information resources.
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· Corporate structure
· Tax consequences
· Intercompany agreements
· Immigration
· Intellectual property issues
· US employment laws
· The Committee on Foreign Investment in the United States, also known as CFIUS
· Export-control Issues
· Common pitfalls and mistakes
· And much, much more.
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While large amounts of pooled capital continue to be invested in startups, the legal, tax and regulatory environment continues to evolve. Many entrepreneurs and investors pool their capital into vehicles designed to invest in startups. Others form funds to manage investments by other passive investors.
Join us as we discuss the complex web of legal, tax and regulatory requirements for forming and operating a fund.
Two Silicon Valley attorneys will discuss the nuts and bolts of forming an angel or venture fund, including:
1) Types of investment funds designed to invest in startups
2) Typical investment fund terms
3) Various ways of structuring the distribution waterfall
3) Special tax rules applicable to fund managers (and some related tax issues on the investors side)
4) The federal and state registration requirements for fund managers;
Securities law issues for funds
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In the current environment, venture capital funding has become more competitive, but it is still available. This presentation will cover what a startup should do to prepare for venture funding, what essential steps to take, what venture capitalists expect and how to avoid venture capital deal breakers.
Corporate and startup attorney Roger Royse will discuss:
1) What types of startups are viable candidates for venture capital funding
2) What types of startups are being funded now
3) How much money is being deployed and where
4) The essential assets, traction and qualities that your startup must have to even have a chance at success when approaching a venture capitalist
5) How you can make your startup more attractive to venture capitalists
6) How (and when) you should value your startup for venture capitalists
7) How to get your startup in front of venture capitalists
8) How you can protect yourself against dilutive rounds, losing control and being removed from management
9) How to establish and maintain good relationships with venture capitalists
10) How to build a strong personal brand when dealing with venture capitalists -- and why this is critical
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Join us for as discussion of how the pandemic has changed the startup landscape and how startups must do business, especially if they want to attract angel and venture capital investors.
We will cover new laws and how your startup can succeed and grow under the new rules. We will discuss:
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2) What are best practices in the post-Covid world?
3) How has expanded government programs changed the startup world?
4) How can a startup position itself to succeed and avoid pitfalls?
5) What is new in venture capital investment terms?
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This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
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During this webinar, you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
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You began your startup outside of the United States, and now you would like to relocate it to Silicon Valley. Every year many startups make the move without working through the complex legal issues. Failing to address those issues can kill your startup. San Francisco-based startup and venture capital attorney Jason Putnam Gordon of Polsinelli LLP will provide a high-level overview of the common US legal issues surrounding the move. This program will provide information on the following key issues:
· Corporate structure
· Tax consequences
· Intercompany agreements
· Immigration
· Intellectual property issues
· US employment laws
· The Committee on Foreign Investment in the United States, also known as CFIUS
· Export-control Issues
· Common pitfalls and mistakes
· And much, much more.
Come with your questions and scenarios.
About the Speaker
Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli’s San Francisco office. Jason has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
In his practice, he regularly represents companies throughout their life cycle in matters related to venture capital financing, strategic corporate relationships, corporate formation, complex mergers and acquisitions, sales, and divestitures. With industry focuses on consumer goods and technology, because of his broad skill set and deep network, Jason regularly works in a wide array of verticals including artificial intelligence, virtual reality, augmented reality, video games, software, hardware, life sciences, the internet of things and agricultural technology.
Jason works with companies based locally, elsewhere in the U.S. and internationally. Jason brings a unique skill set to the negotiating table and to litigation-minimization strategies in the boardroom. He started his career as a federal law clerk in the United States District Court for the Eastern District of Pennsylvania and then continued as a litigator handling corporate, securities, intellectual property, and commercial litigation before establishing a transactional practice.
Outside of the office, Jason is dedicated to his family and has a passion for skydiving and indoor body flight.
If you have any questions regarding the content of this presentation, you can reach Jason at:
JGordon@polsinelli.com
8.18.20 How to Negotiate with Venture Capitalists
Venture capital is the holy grail of funding for successful startups. Startups that successfully close a venture capital funding round will have access not only to money but also experience, expertise and connections. Silicon Valley has many success stories of venture-backed companies that went on to successful exits. However, there are as many stories of founders who lost their companies, exited too early or gave up too much to the venture capitalists. If a startup is lucky enough to get a venture capital term sheet, how can the startup founder protect herself? What should be negotiated, and what should she expect?
Join us as veteran Silicon Valley startup and venture capital attorney Roger Royse discusses how to negotiate with venture capitalists.
In this presentation, you will learn:
1) How to do due diligence on a venture capitalist
2) How to prepare your company for a venture capital financing
3) How to best position yourself for a successful raise
4) What terms to expect and what traps to avoid
5) What terms are standard, and what terms you should never agree to
6) What is a term sheet, and what can you expect to be in it
7) How to protect yourself from overreaching investors
8) How to position yourself for the future after the funding closes
9) What to expect after the close….
And more!
Please come with your questions, comments and scenarios.
About the Speaker:
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, mergers and acquisitions and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies and is a frequent speaker, writer, radio guest, blogger and panelist for bar associations, CPA organizations, and business groups. Roger is a Northern California Super Lawyer, is AV Peer-Rated by Martindale Hubbell, and has a “Superb” rating from Avvo..
Roger is the author of Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance and Fast Company.
If you have questions for Roger, you can reach him at:
roger.royse@haynesboone.com
Startup Basic #1: Choice of Entities
Start your business right :)
By Olivia Chu (Berkeley Law LL.M 2017); Supervised by Kevin Xu (CA Attorney)
How to Prepare Your Startup for an M & A Exit
You've labored for years on your startup and now it's time for an exit. Lack of sufficient preparation will lower the valuation of the company and may even kill your deal. San Francisco-based startup and venture capital attorney Jason Putnam Gordon of Polsinelli LLP will discuss how to properly prepare your startup for an M&A exit.
The program will cover the following:
Pre-M&A process
Parallel tracking additional capital raises
Overview of valuations and why you care
Liquidation waterfalls
Basic deal structures
Letters of Intent and Term Sheets
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The closing process
Post-closing issues
Common pitfalls and deal-killing mistakes
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8.11.20 Funding 101 for Tech Entrepreneurs
Veteran Silicon Valley attorney Roger Royse will discuss, compare and contrast the various options available to entrepreneurs when it comes to funding their startup.
The speaker will address some common questions when it comes to funding for startups, including:
1) What are the best funding options for entrepreneurs to scale their business?
2) When should entrepreneurs pursue external funding?
3) How do entrepreneurs choose the right investor?
4) What alternative sources of funding are available?
5) How and why should a founder stage their funding rounds?
6) When should a founder think about exiting?
7) How can advisers help with the funding process?
and more!
Please come with your questions and scenarios.
About the Speaker:
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, mergers and acquisitions and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies and is a frequent speaker, writer, radio guest, blogger and panelist for bar associations, CPA organizations, and business groups. Roger is a Northern California Super Lawyer, is AV Peer-Rated by Martindale Hubbell, and has a “Superb” rating from Avvo..
Roger is the author of Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance and Fast Company.
If you have questions for Roger, you can reach him at:
roger.royse@haynesboone.com
Business management tips_2021
www.sba.gov. The U.S. Small Business Administration (SBA) provides programs for businesses in the areas of technical assistance, training and counseling, financial assistance, assistance with government contracting, disaster assistance recovery, advocacy laws and regulations, civil rights compliance, and special interests, such as women, veterans, Native Americans, and young entrepreneurs. The website provides links to numerous information resources.
www.score.org. The Service Corps of Retired Executives (SCORE) is dedicated to helping small businesses get off the ground, grow and achieve their goals. SCORE provides volunteer mentors, free confidential business counseling, free business tools, and inexpensive or free business workshops.
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Highlights_of_Bhartiya_Nyaya_Sanhita.pptx
In 2020, the Ministry of Home Affairs established a committee led by Prof. (Dr.) Ranbir Singh, former Vice Chancellor of National Law University (NLU), Delhi. This committee was tasked with reviewing the three codes of criminal law. The primary objective of the committee was to propose comprehensive reforms to the country’s criminal laws in a manner that is both principled and effective.
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As an experienced Government Liaison, I have demonstrated expertise in Corporate Governance. My skill set includes senior-level management in Contract Management, Legal Support, and Diplomatic Relations. I have also gained proficiency as a Corporate Liaison, utilizing my strong background in accounting, finance, and legal, with a Bachelor's degree (B.A.) from California State University. My Administrative Skills further strengthen my ability to contribute to the growth and success of any organization.
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留信网认证的作用:
1:该专业认证可证明留学生真实身份
2:同时对留学生所学专业登记给予评定
3:国家专业人才认证中心颁发入库证书
4:这个认证书并且可以归档倒地方
5:凡事获得留信网入网的信息将会逐步更新到个人身份内，将在公安局网内查询个人身份证信息后，同步读取人才网入库信息
6:个人职称评审加20分
7:个人信誉贷款加10分
8:在国家人才网主办的国家网络招聘大会中纳入资料，供国家高端企业选择人才
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Defending Weapons Offence Charges: Role of Mississauga Criminal Defence Lawyers
Discover how Mississauga criminal defence lawyers defend clients facing weapon offence charges with expert legal guidance and courtroom representation.
To know more visit: https://www.saini-law.com/
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Legal Issues for Tech Startups
- 1. Roger Royse Founder, Royse Law Firm rroyse@rroyselaw.com 650-813-9700 www.rroyselaw.com LEGAL ISSUES FOR STARTUPS
- 2. USING AN EMPLOYER’S FACILITIES Avoid using your employer's facilities or equipment to work on your startup or outside project. California Labor Code § 2870 - Employee’s Time - No Employer Facilities - Not Related to Employer’s Business - Doesn’t Result From Work Performed for Employer
- 3. LACK OF DOCUMENTATION Document everything, including contracts, employment agreements, and transactions. Common Issues: - Equity Ownership - Loans or Contributions - Vesting
- 4. LACK OF VESTING RESTRICTIONS It's generally a good idea for founders to agree to vesting restrictions. Therefore, if someone leaves, the company can buy back "unvested" shares. - Founder Vesting - Single vs. Double Trigger - Advisor Vesting - LLC Profits Interest Vesting Tax: - 83(b) election - Vesting Imposed on Financing - Vesting Imposed on M&A
- 5. INADEQUATE TAX PREP Many decisions, like choosing a business structure, can have a significant impact on your tax situation. - Choice of Entity (C Corp, S Corp, LLC) - QSBS - VC + Tax Exempt Investors - Tax Sensitive Investors - Passive Activity Losses - At Risk - LLC Conversions
- 6. IGNORING LABOR LAWS Startups still need to follow federal and state labor laws. Bootstrapping doesn't give you a free pass. - Dynamex Case - AB-5 - IRS + EDD - Workers’ Compensation - Class Action Lawsuits
- 7. FAILING TO PROTECT IP It's important to protect your intellectual property from employees, consultants, and/or competitors - PIAIA or CIAIA - Broadly Drafted Invention Assignments - Federal Defend Trade Secrets Act - Provisional Patents
- 8. INFRINGING UPON TRADEMARKS Research existing names and logos. Brand your company strategically and legally.
- 9. VIOLATING 409A 409A Penalties: 20% plus tax and interest 1. Stock Option Pricing 2. Deferred Salary 409A Requirements: Nonqualified Deferred Compensation Payable on separation from service, disability, death, fixed time or schedule change of ownership or control, unforeseeable emergency
- 10. FAILING TO COMPLY WITH SECURITIES LAWS Avoid the hefty consequences associated with state and federal securities law violations. - SAFES + Convertible Notes - Blue Sky Filings - Form D - Crowdfunding: The Reg CF Problem - ICOs, STOs, IEOs + Tokens
- 11. CHOOSING THE WRONG LAWYER Not all lawyers are startup experts. Find an experienced attorney who understands the unique challenges faced by startups.
- 12. CONTACT US: 149 Commonwealth Suite 1001 Menlo Park, CA 94025 Silicon Valley | San Francisco | Los Angeles | Orange County | Beijing www.rroyselaw.com (650) 813-9700 @royselaw